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Document Preview Underwriting Agreement |
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Title: |
Underwriting Agreement |
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Entities: |
Bear, Stearns & Co. Inc.; Nordic American Tanker Shipping Ltd.; UBS Securities LLC; Simpson Thacher & Bartlett |
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Date: |
2005 |
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Size: |
Preview shows 4KB of 112KB total |
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Price: |
$63 |
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ID: |
#962713 |
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3,500,000 Shares of Common Stock
NORDIC AMERICAN TANKER SHIPPING LIMITED
UNDERWRITING AGREEMENT
March 2, 2005
BEAR, STEARNS & CO. INC.
UBS SECURITIES LLC
As Representatives of the
several Underwriters named in
Schedule I attached hereto (the "Representatives")
c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
c/o UBS Securities LLC
299 Park Avenue
New York, New York 10171
Ladies/Gentlemen:
Nordic American Tanker Shipping Limited, a company organized and
existing under the laws of the Islands of Bermuda (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
several underwriters named in Schedule I hereto (the "Underwriters") an
aggregate of 3,500,000 shares (the "Firm Shares") of its common shares, par
value $0.01 per share (the "Common Stock") and, for the sole purpose of covering
over-allotments in connection with the sale of the Firm Shares, at the option of
the Underwriters, up to an additional 525,000 shares (the "Additional Shares")
of Common Stock. The Firm Shares and any Additional Shares purchased by the
Underwriters are referred to herein as the "Shares". The Shares are more fully
described in the Registration Statement and Prospectus referred to below. Bear,
Stearns & Co. Inc. ("Bear Stearns") and UBS Securities LLC are acting as lead
managers (together, the "Lead Managers") in connection with the offering and
sale of the Shares contemplated herein (the "Offering").
1. Representations and Warranties of the Company
The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form F-3 (No.
333-118128), and amendments thereto, and related preliminary prospectuses for
the registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the Shares which registration statement, as so amended, has been
declared effective by the Commission and copies of which have heretofore been
made available to the Underwriters. The registration statement, as amended at
the time it became effective, including the prospectus, financial statements,
schedules, exhibits and other information (if any) deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430A or 434
under the Securities Act, is hereinafter referred to as the "Registration
Statement." If the Company has filed or is required pursuant to the terms hereof
to file a registration statement pursuant to Rule 462(b) under the Securities
Act registering additional shares of Common Stock (a "Rule 462(b) Registration
Statement"), then, unless otherwise specified, any reference herein to the term
"Registration Statement" shall be deemed to include such Rule 462(b)
Registration Statement. Other than a Rule 462(b) Registration Statement, which,
if filed, becomes effective upon filing, no other document with respect to the
Registration Statement has heretofore been filed with the Commission. All of the
Shares have been registered under the Securities Act pursuant to the
Registration Statement or, if any Rule 462(b) Registration Statement is filed,
will be duly registered under the Securities Act with the filing of such Rule
462(b) Registration Statement. No stop order suspending the effectiveness of
either the Registration Statement or the Rule 462(b) Registration Statement, if
any, has been issued and no proceeding for that purpose has been initiated or
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